220000001449.pdf

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Department Technology, Management and Budget MI|MA220000001449
Contract number
MA220000001449
Issued by
Michigan

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Contract Type and Parties

This is a Master Indefinite Delivery Vehicle contract and associated Change Notice No. 2 between the State of Michigan, Department of Technology, Management, and Budget (DTMB) and STAT Courier Service, Inc., a Missouri corporation. The contract is designated as an extended purchasing agreement available to MiDEAL members, including local units of government, school districts, universities, community colleges, and nonprofit hospitals. The primary contracting agency is the Michigan Department of Health and Human Services (MDHHS). The contract was originally effective January 2, 2023, with an initial expiration date of January 1, 2026.

Services, Pricing, and Terms

STAT Courier Service provides medical specimen courier services, specifically the transport and delivery of Newborn Screening (NBS) specimens and other clinical specimens from Michigan birthing hospitals and public health laboratories to the MDHHS Bureau of Laboratories in Lansing. Services include routine scheduled pick-ups Monday through Friday (including holidays) from designated hospitals and health departments in Lower Michigan, with delivery required within 18 hours of pick-up and no later than 5:00 AM. The contract also provides 24/7/365 emergency "will-call" transport services with delivery within 8 to 18 hours of request. Change Notice No. 2, approved December 17, 2024, exercised all three available one-year option periods, extending the contract term to January 1, 2029. The original contract value was $2,229,720.00; the change notice increased the contract by $2,550,000.00 for an estimated aggregate contract value of $4,779,720.00. Pricing for the three option years (effective January 1, 2026 through December 31, 2028) includes regularly scheduled Monday-Friday pick-ups, Sunday pick-ups, emergency "will-call" pick-ups, and Saturday emergency pick-ups, with annual costs ranging from approximately $787,142.90 to $843,260.10. The contract includes a 1% administrative fee on all payments and requires performance bonds, comprehensive insurance coverage (including $1,000,000 commercial general liability and $1,000,000 automobile liability), and compliance with federal provisions, HIPAA requirements, and hazardous materials transportation regulations.

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STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Medical Specimen Courier Services for MDHHS

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

January 2, 2023 January 1, 2026 3 - 12 Months January 1, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

16 Hawk Rodge Drive

Lake St. Louis MO 63367

Alex Boekholt

888.592.7828 aboekholt@stat-courier.com

CV0051143

STAT COURIER SERVICE, INC.

C O

N

TR

A C

TO

R

517.335.8373 bashorem@Michigan.gov

Emily Massa

(517) 897-7321

DTMB

Matthew Bashore MDHHS massae@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 2

Contract Number MA220000001449 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

36 Months January 1, 2029

$2,229,720.00 $2,550,000.00 $4,779,720.00

DESCRIPTION

Effective May 5, 2025, all three (3) option years are hereby utilized; the new expiration date is January 1, 2029. Pricing for the option years, effective January 1, 2026, is included in the attached Schedule B -Pricing, updated Attachment A and Attachment B are added, and the contract is increased by $2,550,000.00.

The State Contract Administrator has been changed to Emily Massa.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on December 17th, 2024

Service Description Estimated Yearly

Frequency of Stops

Price Per Stop 1/1/2026

Estimated Yearly Cost

1. Regularly Scheduled Pick-ups Monday –Friday

22,880 $ 28.33 $648,190.40

2. Regular Scheduled Pick-Ups Sunday 3,900 $ 34.95 $136,305.00

3. “Will-Call” Pick-ups Sunday – Friday 10 $ 105.90 $1,059.00

4. Saturday Emergency Pick-ups 10 $ 158.85 $1,588.50

TOTAL $787,142.90

Price Per Stop 1/1/2027

Estimated Yearly Cost

1. Regularly Scheduled Pick-ups Monday –Friday

22,880 $ 29.32 $670,841.60

2. Regular Scheduled Pick-Ups Sunday 3,900 $ 36.17 $141,063.00

3. “Will-Call” Pick-ups Sunday – Friday 10 $ 109.61 $1,096.10

4. Saturday Emergency Pick-ups 10 $ 164.41 $1,644.10

TOTAL $814,644.80

Price Per Stop 1/1/2028

Estimated Yearly Cost

1. Regularly Scheduled Pick-ups Monday –Friday

22,880 $ 30.35 $694,408.00

2. Regular Scheduled Pick-Ups Sunday 3,900 $ 37.44 $146,016.00

3. “Will-Call” Pick-ups Sunday – Friday 10 $ 113.45 $1,134.50

4. Saturday Emergency Pick-ups 10 $ 170.16 $1,701.60

TOTAL $843,260.10

$2,445,047.80Estimated 3 year Total

Schedule B - Option Year Pricing

APPENDIX A

Organization Address City Zip County

Newborn cards

Infectious

Specimens

Henry Ford Health Jackson 205 N East Ave Jackson 49201 Jackson Y Y MyMichigan Medical Center - Alpena 1501 West Chisholm St Alpena 49707 Alpena Y Beaumont Hospital - Dearborn (fka Oakwood Hospital) 18101 Oakwood Blvd Dearborn 48123 Wayne Y Y Beaumont Hospital - Farmington Hills 28050 Grand River Farmington Hills 48336 Oakland Y Beaumont Hospital - Grosse Pointe (fka Bon Secours) 468 Cadieux Road Grosse Pointe 48230 Wayne Y Beaumont Hospital - Royal Oak 3811 W 13 Mile Rd Royal Oak 48073 Oakland Y Y Beaumont Hospital - Trenton 5450 Fort St Trenton 48183 Wayne Y Beaumont Hospital - Troy 44201 Dequindre Road Troy 48098 Oakland Y Beaumont Hospital - Wayne (fka Oakwood Annapolis) 33155 Annapolis St Wayne 48184 Wayne Y Ascension Borgess 1521 Gull Road Kalamazoo 49001 Kalamazoo Y Y Bronson Battle Creek Hospital 175 College Battle Creek 49037 Calhoun Y Bronson Methodist Hospital 601 John Street Kalamazoo 49007 Kalamazoo Y Childrens' Hospital of Michigan 3901 Beaubien Detroit 48201 Wayne Y ProMedica Coldwater Regional Hospital 274 E Chicago Street Coldwater 49036 Branch Y Covenant Healthcare 1000 Houghton Ave Saginaw 48602 Saginaw Y Crittenton Hospital 1101 W University Drive Rochester 48307 Oakland Y DMC Hutzel Hospital 3980 John R St Detroit 48201 Wayne Y DMC Sinai-Grace Hospital 6071 West Outer Drive Detroit 48235 Wayne Y Garden City Hospital 6245 N Inkster Rd Garden City 48135 Wayne Y Genesys Regional Medical Center One Genesys Parkway Grand Blanc 48439 Genesee Y Henry Ford Hospital 2799 West Grand Blvd Detroit 48202 Wayne Y Y Henry Ford Macomb (fka St Joseph Clinton Twp) 15855 19 Mile Clinton Township 48038 Macomb Y Henry Ford West Bloomfield Hospital 6777 West Maple Road West Bloomfield 48322 Y Henry Ford Wyandotte Hospital 2333 Biddle Avenue Wyandotte 48192 Wayne Y Hillsdale Hospital 168 S Howell Hillsdale 49242 Hillsdale Y Holland Hospital 602 Michigan Holland 49423 Ottawa Y Hurley Medical Center One Hurley Plaza Flint 48503 Genesee Y Y Huron Medical Center 1100 S Van Dyke Bad Axe 48413 Huron Y Huron Valley Sinai Hospital, 1 William Carls Drive Commerce Township 48382 Oakland Y Spectrum Health - Lakeland Hospital 31 N St Joseph Avenue Niles 49120 Berrien Y Spectrum Health Lakeland Medical Center 1234 Napier Avenue St Joseph 49085 Berrien Y McLaren Bay Region 1900 Columbus Avenue Bay City 48707 Bay Y McLaren Central Michigan 1221 South Drive Mt Pleasant 48858 Isabella Y McLaren Flint 401 South Ballenger Highway Flint 48532 Genesee Y McLaren Greater Lansing (fka Ingham Regional Medical Center) 2900 Collins Rd Lansing 48910 Ingham Y McLaren Lapeer 1375 N Main St Lapeer 48446 Lapeer Y McLaren Macomb (fka Mt Clemons RMC) 1000 Harrington Mt Clemens 48043 Macomb Y McLaren Northern Michigan 416 Connable Ave Petoskey 49770 Emmet Y McLaren Port Huron 1221 Pine Grove Purt Huron 48060 St Clair Y Memorial Healthcare Center 826 W King Street Owosso 48867 Shiawassee Y Y Trinity Health Muskegon 1500 E Sherman Blvd. Muskegon 49444 Muskegon Y Mercy Health Partners - Hackley Campus Laboratory 1700 Clinton Muskegon 49442 Muskegon Y Y Trinity Health Saint Mary's 200 Jefferson SE Grand Rapids 49503 Kent Y University of Michigan Health - West Hospital 5900 Byron Center Ave SW Wyoming 49519 Kent Y MyMichigan Medical Center - Alma 300 Warwick Drive Alma 48801 Gratiot Y MyMichigan Medical Center - Midland 4005 Orchard Dr Midland 48670 Bay Y MyMichigan Medical Center - West Branch 2463 S. M-30 West Branch 48661 Ogemaw Y Munson Healthcare Cadillac (fka Mercy Hospital-Cadillac) 400 Hobart Street Cadillac 49601 Wexford Y Munson Healthcare Charlevoix (fka Charlevoix Area Hospital) 14700 Lake Shore Drive Charlevoix 49720 Charlevoix Y Munson Healthcare Grayling 1100 Michigan Ave. Grayling 49738 Crawford Y

Munson Medical Center 1105 Sixth St Traverse City 49684 Grand Traverse Y Y North Ottawa Community Hospital 1309 Sheldon Rd Grand Haven 49417 Ottawa N Oaklawn Hospital 200 N Madison Ave Marshall 49068 Calhoun Y Munson Otsego 825 N Center St Gaylord 49735 Ostego Y ProMedica Charles & Virginia Hickman Hospital 818 Riverside Avenue Adrian 49221 Lenawee Y ProMedica Monroe Regional (fka Mercy Memorial Hospital) 718 North Macomb St Monroe 48162 Monroe Y Ascension Providence Hospital, Southfield 16001 West 9 Mile Road Southfield 48075 Oakland Y Ascension Providence Hopsital, Novi Campus 47601 Grand River Novi 48374 Oakland Y Sparrow Hospital 1215 E Michigan Ave Lansing 48912 Ingham Y Spectrum Health Big Rapids 605 Oak Street Big Rapids 49307 Mecosta Y Y Spectrum Health Gerber Memorial Hospital 212 South Sullivan Fremont 49412 Newaygo Y Spectrum Health Ludington Hospital (fka Memorial Mason County) One Atkinson Drive Ludington 49431 Mason Y Spectrum Health Pennock Hospital 1009 W Green Hastings 49058 Barry Y Spectrum Health Regional Lab (Monday - Friday) This is the pickup location for DeVos and Butterworth M-F) 100 Michigan St NE Grand Rapids 49503 Kent Y Spectrum Health United Hospital 615 S Bower Greenville 48838 Montcalm Y Spectrum Health Zeeland Community Hospital 8333 Felch Street Zeeland 49464 Ottawa Y Ascension St John Hospital 22101 Moross Rd Detroit 48236 Wayne Y Y Ascension Macomb-Oakland Hospital, Warren Campus 11800 E 12 Mile Rd Warren 48093 Macomb Y Ascension River District Hospital 4100 River Road (M29) East China Township 48054 St Clair Y Ascension St Joseph Hospital 200 Hemlock Tawas City 48764 Iosco Y

St Joseph Mercy Ann Arbor 5301 E Huron River Dr PO Box 995 Ann Arbor 48106 Washtenaw Y St Joseph Mercy Oakland (Pontiac), SJMO 44405 Woodward Ave Pontiac 48341 Oakland Y Y St Mary Mercy Livonia Hospital 36475 Five Mile Livonia 48154 Wayne Y Sturgis Hospital 916 Myrtle Avenue Sturgis 49091 St Joseph Y Y Three Rivers Area Hospital 701 South Health Parkway Three Rivers 49093 St Joseph Y Munson Healthcare Manistee 1465 East Parkdale Ave Manistee 49660 Manistee Y

Hospitals below need daily M-F pickups but NOT for newborn cards Spectrum Health Butterworth Campus (This is the Sunday Pick-up location for DeVos and Butterworth)

100 Michigan St., Phlebotomy Central Rm# 1165 Grand Rapids 49503 Kent

DMC University Labs (Not a Birthing Hospital) 4201 St Antoine Detroit 48201 Wayne South Haven Community Hospital (closed birthing unit 5-23-14) 955 S Bailey Ave South Haven 49090 Van Buren Wayne State University at Tolan Park 3901 Chrysler Service Drive Detroit 48201 Wayne Wayne County Jail 570 Clinton St Detroit 48226 Wayne

ALL HOSPITALS IN LOWER MICHIGAN ON SCHEDULED MONDAY_FRIDAY ROUTES AS DETERMINED BY MDHHS

APPENDIX A

Organization Address City Zip County Column1

Henry Ford Health Jackson 205 N East Ave Jackson 49201 Jackson Y MyMichigan Medical Center - Alpena 1501 West Chisholm St Alpena 49707 Alpena Y Beaumont Hospital - Dearborn (fka Oakwood Hospital) 18101 Oakwood Blvd Dearborn 48123 Wayne Y Beaumont Hospital - Farmington Hills 28050 Grand River Farmington Hills 48336 Oakland Y Beaumont Hospital - Grosse Pointe (fka Bon Secours) 468 Cadieux Road Grosse Pointe 48230 Wayne Y Beaumont Hospital - Royal Oak 3811 W 13 Mile Rd Royal Oak 48073 Oakland Y Beaumont Hospital - Trenton 5450 Fort St Trenton 48183 Wayne Y Beaumont Hospital - Troy 44201 Dequindre Road Troy 48098 Oakland Y Beaumont Hospital - Wayne (fka Oakwood Annapolis) 33155 Annapolis St Wayne 48184 Wayne Y Ascension Borgess 1521 Gull Road Kalamazoo 49001 Kalamazoo Y Bronson Battle Creek Hospital 175 College Battle Creek 49037 Calhoun Y Bronson Methodist Hospital 601 John Street Kalamazoo 49007 Kalamazoo Y Childrens' Hospital of Michigan 3901 Beaubien Detroit 48201 Wayne Y ProMedica Coldwater Regional Hospital 274 E Chicago Street Coldwater 49036 Branch Y Covenant Healthcare 1000 Houghton Ave Saginaw 48602 Saginaw Y Ascension Providence Rochester 1101 W University Drive Rochester 48307 Oakland Y DMC Hutzel Hospital 3980 John R St Detroit 48201 Wayne Y DMC Sinai-Grace Hospital 6071 West Outer Drive Detroit 48235 Wayne Y Garden City Hospital 6245 N Inkster Rd Garden City 48135 Wayne Y Genesys Regional Medical Center One Genesys Parkway Grand Blanc 48439 Genesee Y Henry Ford Hospital 2799 West Grand Blvd Detroit 48202 Wayne Y Henry Ford Macomb (fka St Joseph Clinton Twp) 15855 19 Mile Clinton Township 48038 Macomb Y Henry Ford West Bloomfield Hospital 6777 West Maple Road West Bloomfield 48322 Y Henry Ford Wyandotte Hospital 2333 Biddle Avenue Wyandotte 48192 Wayne Y Hillsdale Hospital 168 S Howell Hillsdale 49242 Hillsdale Y Holland Hospital 602 Michigan Holland 49423 Ottawa Y Hurley Medical Center One Hurley Plaza Flint 48503 Genesee Y Huron Medical Center 1100 S Van Dyke Bad Axe 48413 Huron Y Huron Valley Sinai Hospital, 1 William Carls Drive Commerce Township 48382 Oakland Y Spectrum Health Lakeland Hospital 31 N St Joseph Avenue Niles 49120 Berrien Y Spectrum Health Lakeland Medical Center 1234 Napier Avenue St Joseph 49085 Berrien Y McLaren Bay Region 1900 Columbus Avenue Bay City 48707 Bay Y McLaren Central Michigan 1221 South Drive Mt Pleasant 48858 Isabella Y McLaren Flint 401 South Ballenger Highway Flint 48532 Genesee Y McLaren Greater Lansing (fka Ingham Regional Medical Center) 2900 Collins Rd Lansing 48910 Ingham Y McLaren Lapeer 1375 N Main St Lapeer 48446 Lapeer Y McLaren Macomb (fka Mt Clemons RMC) 1000 Harrington Mt Clemens 48043 Macomb Y McLaren Northern Michigan 416 Connable Ave Petoskey 49770 Emmet Y McLaren Port Huron 1221 Pine Grove Purt Huron 48060 St Clair Y Memorial Healthcare Center 826 W King Street Owosso 48867 Shiawassee Y Trinity Health Muskegon 1500 E. Sherman Blvd. Muskegon 49444 Muskegon Y Trinity Health Saint Mary's 200 Jefferson SE Grand Rapids 49503 Kent Y Univerity of Michigan Health - West Hospital 5900 Byron Center Ave SW Wyoming 49519 Kent Y MyMichigan Medical Center - Alma 300 Warwick Drive Alma 48801 Gratiot Y MyMichigan Medical Center - Midland 4005 Orchard Dr Midland 48670 Bay Y MyMichigan Medical Center - West Branch 2463 S. M-30 West Branch 48661 Ogemaw Y Munson Healthcare Cadillac (fka Mercy Hospital-Cadillac) 400 Hobart Street Cadillac 49601 Wexford Y Munson Healthcare Charlevoix (fka Charlevoix Area Hospital) 14700 Lake Shore Drive Charlevoix 49720 Charlevoix Y Munson Healthcare Grayling 1100 Michigan Ave. Grayling 49738 Crawford Y

Munson Medical Center 1105 Sixth St Traverse City 49684 Grand Traverse Y Oaklawn Hospital 200 N Madison Ave Marshall 49068 Calhoun Y Munson Otsego 825 N Center St Gaylord 49735 Ostego Y ProMedica Charles & Virginia Hickman Hopsital 818 Riverside Avenue Adrian 49221 Lenawee Y ProMedica Monroe Regional (fka Mercy Memorial Hospital) 718 North Macomb St Monroe 48162 Monroe Y Ascension Providence Hospital, Southfield 16001 West 9 Mile Road Southfield 48075 Oakland Y Ascension Providence Hospital, Novi Campus 47601 Grand River Novi 48374 Oakland Y Sparrow Hospital 1215 E Michigan Ave Lansing 48912 Ingham Y Spectrum Health Big Rapids 605 Oak Street Big Rapids 49307 Mecosta Y Spectrum Health Gerber Memorial Hospital 212 South Sullivan Fremont 49412 Newaygo Y Spectrum Health Ludington Hospital (fka Memorial Mason County) One Atkinson Drive Ludington 49431 Mason Y Spectrum Health Pennock Hospital 1009 W Green Hastings 49058 Barry Y Spectrum Health Butterworth Campus (This is the Sunday Pick-up location for DeVos and Butterworth)

100 Michigan St., Phlebotomy Central Rm# 1165 Grand Rapids 49503 Kent Y

Spectrum Health United Hospital 615 S Bower Greenville 48838 Montcalm Y Spectrum Health Zeeland Community Hospital 8333 Felch Street Zeeland 49464 Ottawa Y Ascension St John Hospital 22101 Moross Rd Detroit 48236 Wayne Y Ascension Macomb-Oakland Hospital, Warren Campus 11800 E 12 Mile Rd Warren 48093 Macomb Y Ascension River District Hospital 4100 River Road (M29) East China Township 48054 St Clair Y Ascension St Joseph Hospital 200 Hemlock Tawas City 48764 Iosco Y

St Joseph Mercy Ann Arbor 5301 E Huron River Dr PO Box 995 Ann Arbor 48106 Washtenaw Y St Joseph Mercy Oakland (Pontiac), SJMO 44405 Woodward Ave Pontiac 48341 Oakland Y St Mary Mercy Livonia Hospital 36475 Five Mile Livonia 48154 Wayne Y Sturgis Hospital 916 Myrtle Avenue Sturgis 49091 St Joseph Y Three Rivers Area Hospital 701 South Health Parkway Three Rivers 49093 St Joseph Y Munson Healthcare Manistee 1465 East Parkdale Ave Manistee 49660 Manistee

ALL HOSPITALS IN LOWER MICHIGAN ON SCHEDULED SUNDAY ROUTE AS DETERMINED BY MDHHS

APPENDIX B

HEALTH DEPARTMENTS IN LOWER MICHIGAN ON SCHEDULED M-F DAILY ROUTES

AS DETERMINED BY MDHHS

City of Detroit 50 East Canfield Detroit MI 48201

Genesee County Health Department - Burton G3373 South Saginaw Street Burton MI 48529

Kalamazoo Co. Human Serv. Department 311 East Alcott Street Kalamazoo MI 49048

Kent County Health Department 700 Fuller Avenue Grand Rapids MI 49503

Oakland County Health Department 1200 N. Telegraph Road, Department Pontiac MI 48341-0432

Saginaw County Health Department 1600 N Michigan Ave. Saginaw MI 48602

Calhoun County Health Department 190 E. Michigan Avenue, Ste A-100 Battle Creek MI 49014

Macomb County Health Department - Mt. Clemens 43525 Elizabeth Road Mt. Clemens MI 48043

Macomb County Health Department - Warren 27690 Van Dyke Road Warren MI 48093

Muskegon County Health Department 209 East Apple, Suite D104 Muskegon MI 49442

Wayne County Health Department 33030 Van Born Road Wayne MI 48184

Gaylord Department of Health 95 Livingston Blvd Gaylord MI 49735

Berrien County Health Dept 2149 E Napier Ave Benton Harbor MI 49023

Jackson County Health Dept 1715 Lansing Ave Jackson MI 49202

Grand Traverse Health Department 2600 Lafranier Rd Traverse city MI 49686

ALL HEALTH DEPARTMENTS IN LOWER MICHIGAN THAT MAY NEED OCCASIONAL PICKUP BUT NOT ON

REGULAR SCHEDULED ROUTES AS DETERMINED BY MDHHS

Allegan County Health Department 3255 122nd Ave Ste 200 Allegan MI 49010

Barry-Eaton District Health Department 1033 Health Care Dr. Charlotte MI 48813

Bay County Health Department 1200 Washington Avenue Bay City MI 48708

Benzie-Leelanau District H. D. 6051 Frankfort Highway, Ste. 100 Benzonia MI 49616

Berrien County Health Department - Niles office 1205 North Frint Street Niles MI 49120-0706

Berrien County Health Department - Three Oaks Office 21 N. Elm Stree Three Oakes MI 49128

Branch-Hillsdale-St. Joseph - Coldwater 570 Marshall Road Coldwater MI 49036

Branch-Hillsdale-St. Joseph - Three Rivers 1110 Hill St. Three Rivers MI 49093

Branch-Hillsdale-St. Joseph - Hillsdale 20 Care Dr. Hillsdale MI 49242

Cass County Health Department 201 M-62 NORTH Cassopolis MI 49031

Central Michigan DHD - Gladwin 103 N Bowery Gladwin MI 48624

Central Michigan DHD - Osceola 4329 220th Avenue Reed City MI 49677

Central Michigan DHD - Harrison 225 West Main Street Harrison MI 48625

Central Michigan DHD - Marion 502 E. Main Street Marion MI 49665

Central Michigan DHD - Prudenville 1015 Short Drive Prudenville MI 48651

Central Michigan DHD - Standish 3727 Deep River Road Standish MI 48658

Central Michigan DHD - Mt. Pleasant 2012 E. Preston Avenue Mt. Pleasant MI 48858

District Health Department #10 - Hart 3986 N. Oceana Drive Hart MI 49420

District Health Department #10 - Kalkaska 625 Courthouse Drive Kalkaska MI 49646

District Health Department #10 - Grayling 501 Norway Street Grayling MI 49738

District Health Department #10 - Baldwin 5681 S. M-37 Baldwin MI 49304

District Health Department #10 - Manistee 385 Third Street Manistee MI 49660

District Health Department #10 - Ludington 916 Diana Street Ludington MI 49431

District Health Department #10 - Big Rapids 14485 Northland Drive Big Rapids MI 49307

District Health Department #10 - Cadillac 521 Cobbs Street Cadillac MI 49601

District Health Department #10 - White Cloud 1049 Newell White Cloud MI 49349

District Health Department #10 - Lake City 6180 W. Sanborn Road Suite #1 Lake City MI 49651

District Health Department #2 - West Branch 630 Progress St. West Branch MI 48661

District Health Department #2 - Alcona 311 Lake Street Alcona MI 48740

District Health Department #2 - Oscoda 393 S. Mt. Tom Road Oscoda MI 48647

District Health Department #2 - Iosco 420 W. Lake Street Tawas City MI 48764

District Health Department #4 - Alpena 100 Woods Circle Alpena MI 49707

District Health Department #4 - Cheboyban 825 S. Huron Street Cheboyan MI 49721

District Health Department #4- Atlanta 12519 State Street Atlanta MI 49709

District Health Department #4 - Rogers City 106 E. Huron Street Rogers City MI 49779

Genesee County Health Department -Burton G-3373 South Saginaw Street Burton MI 48529

Genesee County Health Department - Flint 630 S. Saginaw Street Flint MI 48505-1540

Huron County Health Department 1142 S. Van Dyke Bad Axe MI 48413

Ingham County Health Department 5303 S. Cedar, P.O. Box 30161 Lansing MI 48909

Ionia County Health Department 175 East Adams Street Ionia MI 48846

Lapeer County Health Department 1800 Imlay City Road Lapeer MI 48446

Lenawee County Health Department 1040 S. Winter, Suite 2328 Adrian MI 49221-3871

Livingston County Health Department 2300 East Grand River Suite #102 Howell MI 48843-7578

Macomb County Health Department - Warren 27690 Van Dyke Road Warren MI 48093

Midland County Health Department 220 W. Ellsworth Street Midland MI 48640

Mid-Michigan District Health Department - St. Johns 1307 E. Townsend Road St. Johns MI 48879

Mid-Michigan District Health Department - Ithaca 151 Commerce Drive Ithaca MI 48847

Mid-Michigan District Health Department - Stanton 615 N. State Road, Suite 2 Stanton MI 48888

Monroe County Health Department 2353 S. Custer Road Monroe MI 48161

Northwest MI. Com. Health Agency 220 W. Garfield Charlevoix MI 49720

Oakland County Health Department - South Office 27725 Greenfield Road Southfield MI 48076

Ottawa County Health Department 12251 James Street, Suite 400 Holland MI 49424

Sanilac County Health Department 171 Dawson Street Sandusky MI 48471

Shiawassee County Health Department 149 E. Corunna Avenue, 2nd Floor Corunna MI 48817

St. Clair County Health Department 3415 28th Street Port Huron MI 48060

Tuscola County Health Department 1309 Cleaver Road Caro MI 48723

Van Buren-Cass District Health Department 57418 County Road 681 Hartford MI 49057

Washtenaw County Health Department 555 Towner, P.O. Box 915 Ypsilanti MI 48197-0915

Wayne County Health Department - Taylor 26650 Eureka Road Taylor MI 48180

STATE OF MICHIGAN

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

220000001449Contract Number bashorem@Michigan.gov

Matthew Bashore

Melissa Beck aboekholt@stat-courier.com

Alex Boekholt

Lake St. Louis, MO 63367

STAT COURIER SERVICE, INC.

CV0051143

888.592.7828

16 Hawk Rodge Drive

(517) 897-1502

S T

A T

E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517.335.8373

DTMB

beckm3@michigan.gov

$2,229,720.00

January 2, 2023 January 1, 2026

MEDICAL SPECIMEN COURIER SERVICES FOR MDHHS

January 1, 2026

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ January 1, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

NA

$0.00 $2,229,720.00

Effective February 13, 2023 the following change is hereby incorporated into this Contract:

The State Contract Administrator has been changed to Melissa Beck, BeckM3@michigan.gov, 517-897-1502.

All other terms, conditions, specifications and pricing remain the same. Per Contractor and Agency agreement, and DTMB Central Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

NA

DESCRIPTION

CONTRACT SUMMARY

MDHHS

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 220000001449 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

STAT Courier Service, Inc.

ST

A

TE

Pr og ra

M an ag er

Matthew Bashore MDHHS

16 Hawk Ridge Drive, 517-335-8373

Lake St. Louis, MO 63367 bashorem@michigan.gov

Alex Boekholt

C on tra ct

Ad in is tra to r Jillian Yeates DTMB

888 592 7828 517-275-1131 aboekholt@stat-courier.com yeatesj@michigan.gov

CV0051143

CONTRACT SUMMARY

DESCRIPTION: Medical Specimen Courier Services for MDHHS

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

January 2, 2023 January 1, 2026 3 – 1 Year January 1, 2023

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER: This Contract Agreement is awarded on the basis of our inquiry bearing the solicitation #220000002433. Orders for delivery will be issued directly by Departments through the issuance of a Delivery Order.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $2,229,720.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget 320 Walnut St., Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

Mich igan .gov/MiProcure ment

CONTRACT NO. 220000001449

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and STAT Courier Service Inc. (“Contractor”), a Missouri Corporation.

This Contract is effective on January 2, 2023 (“Effective Date”), and unless terminated, expires on January 1, 2026.

This Contract may be renewed for up to 3 additional 1-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities unless otherwise specified in Schedule A.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract;

(g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (i) comply with all State physical and IT security policies and standards which will be made available upon request; and (j) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

See Contract Administrator information shown below.

See Contract Administrator information shown below.

Contract Administrator. The Contract Administrator, or the individual duly authorized for each party, is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

State: Contractor:

Jillian Yeates 320 S. Walnut St.

Lansing, MI 48933 yeatesj@michigan.gov 517-275-1131

Alex Boekholt 16 Hawk Ridge Drive Lake St. Louis, MO 63367 aboekholt@stat-courier.com 888-592 7828

Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

State: Contractor:

Matthew Bashore 3350 N. Martin Luther King Jr. Blvd.

Lansing, MI 48906 bashorem@michigan.gov 517-335-8373

Tresa Agee 16 Hawk Ridge Drive Lake St. Louis, MO 63367 tagee@stat-courier.com 888-592-7828

Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request. The State may require a performance bond (as specified in Schedule A – Statement of Work) if, in the opinion of the State, it will ensure performance of the Contract.

Insurance Requirements. See Schedule C.

Administrative Fee and Reporting. Contractor must pay an administrative fee of

1% on all payments made to Contractor under the Contract including transactions with the State (including its departments, divisions, agencies, offices, and commissions), MiDEAL members, and other states (including governmental subdivisions and authorized entities). Administrative fee payments must be made online by check or credit card at: https://www.thepayplace.com/mi/dtmb/adminfee Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales.

Reports should be mailed to MiDeal@michigan.gov.

The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter.

Extended Purchasing Program. This contract is extended to MiDEAL members.

MiDEAL members include local units of government, school districts, universities, mailto:yeatesj@michigan.gov mailto:bashorem@michigan.gov https://www.thepayplace.com/mi/dtmb/adminfee community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal.

Upon written agreement between the State and Contractor, this contract may also be extended to: (a) other states (including governmental subdivisions and authorized entities) and (b) State of Michigan employees.

If extended, Contractor must supply all Contract Activities at the established Contract prices and terms. The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.

Contractor must submit invoices to, and receive payment from, extended purchasing program members on a direct and individual basis.

Relationship of the Parties. The relationship between the parties is that of independent contractors. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Neither party has authority to contract for nor bind the other party in any manner whatsoever.

Intellectual Property Rights. If Schedule A, Statement of Work, requires Contractor to create any intellectual property, Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights, if any. Such Contract Activities are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein.

Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest.

If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

Staffing. The State’s Contract Administrator may require Contractor to remove or reassign personnel by providing a notice to Contractor.

Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub.

1075 are required to ask the Michigan State Police to perform fingerprint background http://www.michigan.gov/mideal checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Upon request, or as may be specified in Schedule A, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

Change of Control. Contractor will notify the State, within 30 days of any public announcement or otherwise once legally permitted to do so, of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in Schedule A.

Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in Schedule A. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 24, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract.

However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part. The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

Delivery. Contractor must deliver all Contract Activities F.O.B. destination, within the State premises with transportation and handling charges paid by Contractor, unless otherwise specified in Schedule A. All containers and packaging become the State’s exclusive property upon acceptance.

Risk of Loss and Title. Until final acceptance, title and risk of loss or damage to Contract Activities remains with Contractor. Contractor is responsible for filing, processing, and collecting all damage claims. The State will record and report to Contractor any evidence of visible damage. If the State rejects the Contract Activities, Contractor must remove them from the premises within 10 calendar days after notification of rejection. The risk of loss of rejected or non-conforming Contract Activities remains with Contractor. Rejected Contract Activities not removed by Contractor within 10 calendar days will be deemed abandoned by Contractor, and the State will have the right to dispose of it as its own property. Contractor must reimburse the State for costs and expenses incurred in storing or effecting removal or disposition of rejected Contract Activities.

Reserved.

Invoices and Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities provided as specified in Schedule A. Invoices must include an itemized statement of all charges.

The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. Notwithstanding the foregoing, all fees are exclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

Excluding federal government charges and terms, Contractor warrants and agrees that each of the fees, economic or product terms or warranties granted pursuant to this Contract are comparable to or better than the equivalent fees, economic or product term or warranty being offered to any commercial or government customer (including any public educational institution within the State of Michigan) of Contractor. If Contractor enters into any arrangements with another customer of Contractor to provide the products or services, available under this Contract, under more favorable prices, as the prices may be indicated on Contractor’s current U.S.

and International price list or comparable document, then this Contract will be deemed amended as of the date of such other arrangements to incorporate those more favorable prices, and Contractor will immediately notify the State of such fee and formally memorialize the new pricing in a change notice.

Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in Schedule A. The parties understand and agree that any liquidated damages (which includes but is not limited to applicable credits) set forth in this Contract are reasonable estimates of the State’s damages in accordance with applicable law. The parties acknowledge and agree that Contractor could incur liquidated damages for more than 1 event. The assessment of liquidated damages will not constitute a waiver or release of any other remedy the State may have under this Contract for Contractor’s breach of this Contract, including without limitation, the State’s right to terminate this Contract for cause under Section 24 and the State will be entitled in its discretion to recover actual damages caused by Contractor’s failure to perform its obligations under this Contract. However, the State will reduce such actual damages by the amounts of liquidated damages received for the same events causing the actual damages. Amounts due the State as liquidated damages may be set off against any fees payable to Contractor under this Contract, or the State may bill Contractor as a separate item and Contractor will promptly make payments on such bills.

Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or delivery order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

http://www.michigan.gov/SIGMAVSS

Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations; or (e) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 25, Termination for Convenience.

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

Termination for Convenience. The State may immediately terminate this Contract in whole or in part without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Contract Activities immediately, or (b) continue to perform the Contract Activities in accordance with Section 26, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”).

This Contract will automatically be extended through the end of the transition period.

Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any breach by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract; (b) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable).

The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced. Contractor must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations.

The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense, at its own cost and expense, if the State deems necessary. Contractor will not, without the State’s prior written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding.

Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

The State is constitutionally prohibited from indemnifying Contractor or any third parties.

Infringement Remedies. If, in either party’s opinion, any piece of equipment, software, commodity, or service supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense: (a) procure for the State the right to continue using the equipment, software, commodity, or service, or if this option is not reasonably available to Contractor, (b)…

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